TENTH AMENDMENT TO
AMENDED AND RESTATED
EWP BRIDGE LOAN AGREEMENT
This TENTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (this
"Amendment") is made and entered into as of January 15, 2004 between KEYSTONE
CONSOLIDATED INDUSTRIES, INC., a Delaware corporation ("Keystone"), and the
lenders listed in Annex I hereto (individually a "Lender" and collectively, the
"Lenders").
Recitals
A. Keystone and the Lenders have entered into that certain Amended and
Restated EWP Bridge Loan Agreement dated as of November 1, 2001, as amended by
various amendments, the last of which is the Ninth Amendment to Amended and
Restated EWP Bridge Loan Agreement dated as of December 15, 2003 between
Keystone and the Lenders (collectively, the "Loan Agreement").
B. Keystone and the Lenders wish to amend the Loan Agreement as provided
herein.
C. Capitalized terms used but not otherwise defined herein shall have the
same meanings given to such terms in the Loan Agreement.
Agreement
In consideration of the foregoing and the mutual covenants and agreements
herein, the parties hereto do hereby agree as follows.
Section 1. Amendment to Loan Agreement. Section 3.3 of the Loan Agreement
shall be amended by deleting such section in its entirety and replacing it with
the following:
3.3. Maturity Date. Unless the same shall become due earlier
as a result of acceleration of the maturity, the Loans shall mature on
February 29, 2004 (the "Maturity Date"), at which time the outstanding
principal balance of the Loans and all accrued and unpaid interest and
commitment fees shall become due and payable.
Section 2. Effect on Loan Agreement and Notes. Upon the effectiveness of
this Amendment, all Notes outstanding immediately prior to such effectiveness
shall be deemed amended as necessary or appropriate to reflect the terms and
conditions set forth in the Loan Agreement as modified by this Amendment, and in
the event of a conflict between any term or condition of such Notes and the Loan
Agreement as so modified, the Loan Agreement as so modified shall control,
notwithstanding any provision of such Notes or the Loan Agreement to the
contrary. Except as modified by this Amendment, the Loan Agreement and such
Notes are in all respects ratified and confirmed and all of the terms,
conditions and provisions thereof shall remain in full force and effect. Lender
hereby reserves all of its rights under the Loan Agreement, and Keystone hereby
acknowledges and agrees that neither this Amendment or any previous amendment to
the Loan Agreement nor the failure of Lender to exercise any of its rights under
the Loan Agreement, including, without limitation, those arising under Section
3.7 thereof, shall constitute (or be deemed to constitute) a waiver of Lender's
rights thereunder, including, without limitation, the conditions to Lender's
obligations to extend credit to Keystone thereunder.
Section 3. Governing Law. This Amendment shall be governed by and construed
in accordance with the laws of the state of Texas without giving effect to any
choice or conflict of law provision or rule (whether of the state of Texas or
any other jurisdiction) that would cause the application of the laws of any
jurisdiction other than the state of Texas.
Section 4. Headings. The section headings contained in this Amendment are
for reference purposes only and will not affect in any way the meaning or
interpretation of this Amendment.
Section 5. Counterparts; Facsimile. This Amendment may be separately
executed in counterparts and by the different parties hereto in separate
counterparts, each of which when so executed shall be deemed to constitute one
and the same Amendment. This Amendment when executed may be validly delivered by
facsimile or other electronic transmission.
I Section 6. Severability. Any provision of this Amendment which is
prohibited or unenforceable in any jurisdiction, shall as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof or affecting the validity or
enforceability of such provision in any other jurisdiction.
The parties hereto have caused this Amendment to be executed by the
undersigned thereunto duly authorized as of the date first written above.
KEYSTONE:
KEYSTONE CONSOLIDATED INDUSTRIES, INC.
By:
----------------------------------------------------
Bert E. Downing, Jr., Vice President, Chief
Financial Officer, Corporate Controller and
Treasurer
THE LENDERS:
EWP FINANCIAL LLC
By:
----------------------------------------------------
Bobby D. O'Brien, Vice President, Chief Financial
Officer and Treasurer
ANNEX I
% of Total
Name of Lender Address of Lender Commitment Commitment
EWP Financial LLC Three Lincoln Centre $6,000,000 100%
5430 LBJ Freeway
Suite 1700
Dallas, Texas 75240
Total Commitment Amount:................................ $6,000,000